Terms & Conditions - Contract Schedules

Capture Contracts – Terms and Conditions

Version 1.8 – Current

Issue: 1.8
Approved by: Capture Ltd
This document forms part of Capture’s client agreement and governs the provision and use of Capture software and services.

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This article reproduces Capture’s current Terms & Conditions (Version 1.8). It is provided here for client reference and should be read in conjunction with the relevant contract or service agreement.

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1. DEFINITIONS

In these Terms and Conditions, the following definitions apply:

1.1. “Agreement” means the contract between Capture and the Client comprising these Terms and Conditions and any related schedules, quotations, proposals or statements of work agreed in writing between the parties.

1.2. “Application” means the Capture software application(s) and associated systems and databases supplied or hosted by Capture.

1.3. “Authorised Users” means those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation.

1.4. “Business Day” means any day which is not a Saturday, Sunday or public holiday in England.

1.5. “Client” means the organisation or individual contracting with Capture for the provision of goods or services.

1.6. “Confidential Information” means all information of a confidential nature disclosed by one party to another (whether before or after the date of this Agreement) including but not limited to trade secrets, business plans, financial data, know-how, technology, and customer information.

1.7. “Data” means the digital files, metadata, or information supplied by the Client for use within the Application.

1.8. “Documentation” means the documents made available by Capture online via the support portal or supplied in printed or electronic form, describing the Services and the user instructions for the Software.

1.9. “Fees” means the charges payable by the Client to Capture for the Services, as set out in the Agreement or quotation.

1.10. “Intellectual Property Rights” means all patents, copyrights, database rights, design rights, trademarks, trade secrets, know-how, and any other similar rights whether registered or unregistered and all applications for the same.

1.11. “Services” means the software, support, hosting, maintenance and related services provided by Capture to the Client under this Agreement.

1.12. “Software” means the proprietary software programs owned or licensed by Capture and supplied to the Client under this Agreement.

1.13. “Support” means the technical support and maintenance services described in Capture’s standard support policy or otherwise agreed in writing.

1.14. “Term” means the duration of this Agreement as defined in the order form, quotation, or proposal.

1.15. “Third Party Software” means software owned by third parties which may be embedded in or supplied with the Capture Software.

1.16. “Virus” means any thing or device (including any software, code, file, or programme) which may:
(a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or any telecommunications service, equipment or network;
(b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or
(c) adversely affect the user experience, including worms, trojan horses, and other similar things or devices.

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2. BASIS OF AGREEMENT

2.1. These Terms and Conditions apply to all proposals, quotations, contracts, and supply of goods or services by Capture to the Client. No variation to these Terms shall be binding unless agreed in writing by Capture.

2.2. The Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of Capture which is not set out in the Agreement.

2.3. Any samples, drawings, descriptive matter, or advertising issued by Capture, and any descriptions or illustrations contained in Capture’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.

2.4. In the event of any conflict between these Terms and Conditions and any other document forming part of the Agreement, these Terms and Conditions shall prevail unless otherwise agreed in writing by Capture.

2.5. Capture reserves the right to amend these Terms and Conditions from time to time by giving not less than thirty (30) days’ written notice to the Client.

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3. SUPPLY OF SERVICES

3.1. Capture shall supply the Services to the Client in accordance with the Agreement in all material respects.

3.2. Capture shall use reasonable skill and care in the performance of the Services and shall use reasonable endeavours to meet any performance dates specified in the Agreement.
However, any such dates shall be estimates only and time for performance shall not be of the essence.

3.3. Capture reserves the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Capture shall notify the Client in any such event.

3.4. Where the Services include hosting or storage of the Client’s Data, Capture shall take reasonable measures to maintain appropriate security, backup, and availability in line with its published policies.
Capture shall not, however, be responsible for any loss of Data unless caused by its negligence or wilful default.

3.5. The Client acknowledges that the Services may include or interface with Third Party Software or systems. Capture shall not be liable for any fault, error, or interruption caused by such third-party components or networks beyond its reasonable control.

3.6. The Client agrees that Capture may from time to time perform routine or emergency maintenance, upgrades, or improvements to the Services. Capture shall endeavour to provide reasonable notice of scheduled maintenance where practicable.

3.7. The Client acknowledges that the Services are dependent on internet and communications infrastructure, and Capture shall not be liable for any failure or delay resulting from the unavailability of such infrastructure.

3.8. Capture shall provide the Client with access credentials and administration tools necessary to operate the Services. The Client shall be responsible for maintaining the security and confidentiality of its access credentials and for all activities occurring under its accounts.

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4. CLIENT RESPONSIBILITIES

4.1. The Client shall: - (a) provide Capture with all necessary cooperation in relation to the Agreement and all necessary access to such information as may be required by Capture; - (b) ensure that Authorised Users use the Services and Documentation in accordance with the terms of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement; - (c) obtain and maintain all necessary licences, consents, and permissions required for Capture to perform its obligations under the Agreement; - (d) ensure that its network and systems comply with the relevant specifications provided by Capture from time to time; and - (e) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Capture’s data centres and for all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links.

4.2. The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: - (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; - (b) facilitates illegal activity; - (c) depicts sexually explicit images; - (d) promotes unlawful violence; - (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or - (f) in a manner that is otherwise illegal or causes damage or injury to any person or property.

4.3. The Client shall not: - (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under this Agreement: - (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Documentation (as applicable) in any form or media or by any means; or - (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; - (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; - (c) use the Services and/or Documentation to provide services to third parties without Capture’s prior written consent; - (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or - (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4.

4.4. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Capture.

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5. FEES AND PAYMENT

5.1. The Client shall pay the Fees to Capture in accordance with the Agreement.

5.2. Unless otherwise stated, all amounts and Fees stated or referred to in this Agreement: - (a) shall be payable in pounds sterling; - (b) are exclusive of value added tax (VAT), which shall be added at the appropriate rate; and - (c) shall be payable within thirty (30) days of the date of invoice unless otherwise agreed in writing.

5.3. If Capture has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of Capture: - (a) Capture may, without liability to the Client, disable the Client’s password, account, and access to all or part of the Services, and Capture shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and - (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to four per cent (4%) over the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.4. Capture shall be entitled to increase the Fees upon giving the Client not less than sixty (60) days’ prior written notice, such increase to take effect at the next Renewal Term.

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6. INTELLECTUAL PROPERTY RIGHTS

6.1. All Intellectual Property Rights in or arising out of or in connection with the Services and the Software (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Capture.

6.2. Capture grants to the Client a non-exclusive, non-transferable licence to use the Software and the Documentation during the Term solely for the Client’s internal business operations.

6.3. The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

6.4. The Client grants Capture a non-exclusive, royalty-free licence to copy and use the Client’s Data for all purposes connected with the provision of the Services and for no other purpose.

6.5. Capture shall have the right to use any know-how, techniques, ideas or concepts arising from the performance of the Services for its own business purposes, provided that this does not result in the disclosure of the Client’s Confidential Information.

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7. DATA PROTECTION AND CONFIDENTIALITY

7.1. Each party shall comply with its respective obligations under applicable Data Protection Laws.

7.2. The Client acknowledges that Capture acts as a data processor on behalf of the Client in relation to any personal data processed as part of the Services. The Client shall ensure that it has all necessary consents and notices in place to enable the lawful transfer of personal data to Capture.

7.3. Capture shall process personal data only in accordance with the Client’s documented instructions and shall implement appropriate technical and organisational measures to protect such data.

7.4. Each party shall keep the other’s Confidential Information confidential and shall not disclose it to any third party except as required by law or to its employees, agents or subcontractors who need to know it for the purpose of discharging the party’s obligations under the Agreement.

7.5. The provisions of this clause shall survive termination of the Agreement for any reason.

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8. WARRANTIES

8.1. Capture warrants that: - (a) it has the right and authority to enter into this Agreement and to grant the rights set out herein; and
- (b) it shall perform the Services with reasonable skill and care.

8.2. The Client acknowledges that: - (a) the Software and Services have not been developed to meet the Client’s individual requirements, and it is therefore the Client’s responsibility to ensure that the facilities and functions described in the Documentation meet its requirements; and
- (b) Capture does not warrant that the use of the Software will be uninterrupted or error-free.

8.3. Except as expressly provided in this Agreement, all warranties, conditions, and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

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9. LIMITATION OF LIABILITY

9.1. Nothing in this Agreement shall limit or exclude either party’s liability for: - (a) death or personal injury caused by its negligence;
- (b) fraud or fraudulent misrepresentation; or
- (c) any other liability which cannot be limited or excluded by applicable law.

9.2. Subject to clause 9.1, Capture shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: - (a) loss of profits, sales, business, or revenue;
- (b) loss of or damage to goodwill;
- (c) loss of anticipated savings;
- (d) loss or corruption of data or information; or
- (e) any indirect or consequential loss arising under or in connection with this Agreement.

9.3. Subject to clause 9.1, Capture’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement shall in no circumstances exceed the total Fees paid by the Client during the twelve (12) months preceding the date of the event giving rise to the claim.

9.4. The Client acknowledges that the Fees reflect the allocation of risk between the parties and that Capture would not enter into the Agreement without these limitations on its liability.

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10. TERM AND TERMINATION

10.1. The Agreement shall commence on the Commencement Date and shall continue for the Initial Term and thereafter renew automatically for successive Renewal Terms unless terminated by either party giving not less than ninety (90) days’ written notice prior to the expiry of the then-current term.

10.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: - (a) the other party commits a material breach of any term of the Agreement and fails to remedy that breach within thirty (30) days of being notified in writing;
- (b) the other party takes any step or action in connection with entering administration, provisional liquidation, or any composition or arrangement with its creditors, or ceases to carry on business; or
- (c) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to fulfil its obligations under the Agreement is placed in jeopardy.

10.3. Without affecting any other right or remedy, Capture may suspend the Services immediately on notice if the Client fails to pay any amount due under the Agreement.

10.4. On termination of the Agreement for any reason: - (a) all licences granted under this Agreement shall immediately terminate and the Client shall cease all use of the Services and Documentation;
- (b) Capture may destroy or otherwise dispose of any of the Client Data in its possession unless the Client requests in writing the return of such Data within thirty (30) days after termination; and
- (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.

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11. FORCE MAJEURE

11.1. Capture shall have no liability to the Client under the Agreement if it is prevented from or delayed in performing its obligations by acts, events, omissions or accidents beyond its reasonable control, including (without limitation): acts of God, flood, drought, earthquake, or other natural disaster; epidemic or pandemic; terrorist attack, war, or civil commotion; industrial dispute; failure of a utility service or transport network; or default of suppliers or subcontractors.

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12. NOTICES

12.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service, or by email to the address or email address specified in the Agreement.

12.2. Any notice shall be deemed to have been received: - (a) if delivered by hand, on signature of a delivery receipt;
- (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
- (c) if sent by email, at 9.00am on the next Business Day after transmission.

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13. GENERAL

13.1. Assignment and other dealings:
Neither party may assign, transfer, or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of the other party.

13.2. Entire Agreement:
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, promises, assurances, and understandings between them.

13.3. Variation:
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4. Waiver:
A waiver of any right under this Agreement is only effective if in writing and shall not be deemed a waiver of any subsequent breach or default.

13.5. Severance:
If any provision of this Agreement is held invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

13.6. No Partnership or Agency:
Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other.

13.7. Third Party Rights:
No one other than a party to this Agreement shall have any right to enforce its terms.

13.8. Governing Law and Jurisdiction:
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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SCHEDULE 1 – SUPPORT SERVICES

1. DEFINITIONS

1.1. In this Schedule, the following expressions shall have the following meanings:

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2. SUPPORT SERVICES

2.1. During the term of the Agreement, Capture shall provide Support Services to the Client for the Software.

2.2. The Support Services shall include: - (a) responding to Support Requests raised by the Client during Business Hours; - (b) diagnosing reported Errors; and - (c) using reasonable efforts to correct such Errors or provide a reasonable workaround.

2.3. Capture shall provide the Support Services remotely unless otherwise agreed.

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3. SUPPORT REQUESTS

3.1. The Client shall submit Support Requests via Capture’s helpdesk portal, email, or telephone, as notified by Capture from time to time.

3.2. Each Support Request shall include sufficient information to enable Capture to diagnose and attempt to resolve the Error, including (where applicable): - (a) a detailed description of the Error and its impact; - (b) any relevant screenshots or error messages; and - (c) the steps required to reproduce the Error.

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4. RESPONSE TIMES

4.1. Capture shall use reasonable endeavours to respond to Support Requests within the following target times (during Business Hours):

4.2. Capture does not guarantee that all Errors will be corrected, but will use reasonable efforts consistent with good industry practice to do so.

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5. EXCLUSIONS

5.1. Capture shall have no obligation to provide Support Services where the Error arises from: - (a) misuse or improper operation of the Software; - (b) unauthorised modification or alteration; - (c) failure to use the Software in accordance with the Documentation; or - (d) issues caused by third-party hardware, software, or network failures.

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6. MAINTENANCE AND UPDATES

6.1. Capture may from time to time apply updates, patches, or upgrades to the Software.

6.2. Capture shall use reasonable endeavours to provide prior notice of scheduled maintenance likely to cause service interruption.

6.3. Emergency maintenance may be performed without notice where necessary to maintain system security or integrity.

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7. SERVICE AVAILABILITY

7.1. Capture shall use reasonable endeavours to ensure that the Software is available 99% of the time during each calendar month, excluding: - (a) scheduled maintenance;
- (b) emergency maintenance; or
- (c) downtime caused by factors beyond Capture’s reasonable control.

7.2. Availability is measured at the point of Capture’s network gateway.

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8. CLIENT RESPONSIBILITIES

8.1. The Client shall: - (a) provide access to relevant personnel and systems as reasonably required to investigate Errors; - (b) promptly implement any patches, updates, or configuration changes provided by Capture; - (c) maintain suitable hardware, software, and connectivity to access the Services; and - (d) ensure that Support Requests are raised by authorised users.

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9. TERM AND TERMINATION

9.1. The Support Services shall continue for the duration of the Agreement.

9.2. On termination of the Agreement for any reason, the Support Services shall cease automatically.

End of Document
Capture Ltd – Terms & Conditions v1.8 (Current)

SCHEDULE 1 – SUPPORT SERVICES

1. DEFINITIONS

1.1. In this Schedule, the following expressions shall have the following meanings:

2. SUPPORT SERVICES

2.1. During the term of the Agreement, Capture shall provide Support Services to the Client for the Software.

2.2. The Support Services shall include:

• (a) responding to Support Requests raised by the Client during Business Hours;
• (b) diagnosing reported Errors; and
• (c) using reasonable efforts to correct such Errors or provide a reasonable workaround.

2.3. Capture shall provide the Support Services remotely unless otherwise agreed.

3. SUPPORT REQUESTS

3.1. The Client shall submit Support Requests via Capture’s helpdesk portal, email, or telephone, as notified by Capture from time to time.

3.2. Each Support Request shall include sufficient information to enable Capture to diagnose and attempt to resolve the Error, including (where applicable):

• (a) a detailed description of the Error and its impact;
• (b) any relevant screenshots or error messages; and
• (c) the steps required to reproduce the Error.

4. RESPONSE TIMES

4.1. Capture shall use reasonable endeavours to respond to Support Requests within the following target times (during Business Hours):

4.2. Capture does not guarantee that all Errors will be corrected, but will use reasonable efforts consistent with good industry practice to do so.

5. EXCLUSIONS

5.1. Capture shall have no obligation to provide Support Services where the Error arises from:

• (a) misuse or improper operation of the Software;
• (b) unauthorised modification or alteration;
• (c) failure to use the Software in accordance with the Documentation; or
• (d) issues caused by third-party hardware, software, or network failures.

6. MAINTENANCE AND UPDATES

6.1. Capture may from time to time apply updates, patches, or upgrades to the Software.

6.2. Capture shall use reasonable endeavours to provide prior notice of scheduled maintenance likely to cause service interruption.

6.3. Emergency maintenance may be performed without notice where necessary to maintain system security or integrity.

7. SERVICE AVAILABILITY

7.1. Capture shall use reasonable endeavours to ensure that the Software is available 99% of the time during each calendar month, excluding:

• (a) scheduled maintenance;
• (b) emergency maintenance; or
• (c) downtime caused by factors beyond Capture’s reasonable control.

7.2. Availability is measured at the point of Capture’s network gateway.

8. CLIENT RESPONSIBILITIES

8.1. The Client shall:

• (a) provide access to relevant personnel and systems as reasonably required to investigate Errors;
• (b) promptly implement any patches, updates, or configuration changes provided by Capture;
• (c) maintain suitable hardware, software, and connectivity to access the Services; and
• (d) ensure that Support Requests are raised by authorised users.

9. TERM AND TERMINATION

9.1. The Support Services shall continue for the duration of the Agreement.

9.2. On termination of the Agreement for any reason, the Support Services shall cease automatically.

SCHEDULE 2 – HOSTING AND SERVICE LEVELS

1. DEFINITIONS

2. HOSTING SERVICES

2.1. Capture shall provide the Hosting Services for the duration of the Agreement using reputable third-party data centres located within the United Kingdom (unless otherwise agreed in writing).

2.2. Capture shall be responsible for the operation and management of all hosting environments under its control, including:

• (a) physical and network security;
• (b) data storage and redundancy;
• (c) routine monitoring; and
• (d) backup and disaster recovery processes.

3. SERVICE AVAILABILITY

3.1. Capture shall use reasonable endeavours to ensure that the Services are available 99.5% of the time in each calendar month, excluding:

• (a) scheduled Maintenance Windows;
• (b) emergency maintenance; and
• (c) any downtime caused by events outside Capture’s reasonable control, including Force Majeure events.

3.2. Capture shall monitor service availability continuously and report any material outage affecting multiple Clients.

4. MAINTENANCE WINDOWS

4.1. Routine maintenance will normally take place outside Business Hours.

4.2. Capture shall provide at least 48 hours’ notice for planned maintenance that may impact availability.

4.3. Emergency maintenance may be undertaken without notice where required to protect system security or data integrity.

5. BACKUP AND RESTORE

5.1. Capture shall perform nightly backups of all Client Data stored within the system.

5.2. Backup data shall be encrypted and stored securely at a geographically separate location.

5.3. Capture shall test data restore procedures at least once every six (6) months.

5.4. In the event of data loss or corruption, Capture shall use reasonable efforts to restore the most recent valid backup as soon as reasonably practicable.

6. SECURITY

6.1. Capture shall maintain appropriate technical and organisational measures to protect Client Data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

6.2. Measures shall include, without limitation:

• (a) multi-layer firewall protection;
• (b) encrypted transmission (TLS/SSL);
• (c) intrusion detection and prevention systems; and
• (d) anti-malware protection and regular patch management.

6.3. Capture shall promptly investigate any suspected or actual security breach and notify affected Clients in accordance with applicable law.

7. SERVICE CREDITS

7.1. Where Capture fails to meet the Service Level for availability in any calendar month, the Client shall be entitled to a service credit of 2% of the monthly Fee for each full percentage point by which the Service Level is missed, up to a maximum of 10% of the monthly Fee.

7.2. Service credits shall not apply to downtime caused by:

• (a) scheduled maintenance or Force Majeure events;
• (b) Client-side connectivity or hardware issues; or
• (c) unauthorised modifications by the Client.

7.3. Service credits constitute the Client’s sole and exclusive remedy for failure to meet Service Levels.

8. DISASTER RECOVERY

8.1. Capture shall maintain and periodically test disaster recovery arrangements designed to restore core Services within a commercially reasonable time following a catastrophic failure.

8.2. Capture shall aim to restore full service within 24 hours of a critical outage, subject to Force Majeure events and third-party dependencies.

9. CLIENT RESPONSIBILITIES

9.1. The Client shall:

• (a) ensure that its users have appropriate internet connectivity and equipment;
• (b) maintain the confidentiality of access credentials; and
• (c) notify Capture promptly of any suspected security issues.

10. CHANGES TO SERVICE LEVELS

10.1. Capture reserves the right to amend the Service Levels or Hosting Services on reasonable written notice to the Client, provided that such changes do not materially reduce the overall level of service.

11. TERM AND TERMINATION

11.1. The Hosting Services shall continue for the duration of the Agreement.

11.2. Upon termination of the Agreement, Capture shall make available to the Client a copy of its data in a mutually agreed format before secure deletion, subject to payment of any applicable fees.

SCHEDULE 3 – PROFESSIONAL SERVICES

1. DEFINITIONS

2. SCOPE OF SERVICES

2.1. Capture shall provide the Professional Services described in each Statement of Work agreed between the parties.

2.2. Each Statement of Work shall, unless otherwise agreed, incorporate the terms of the Agreement.

2.3. If there is any conflict between the Agreement and a Statement of Work, the terms of the Agreement shall prevail unless the Statement of Work expressly states otherwise.

3. PROJECT MANAGEMENT

3.1. Each party shall appoint a project manager responsible for coordinating the Professional Services.

3.2. The project managers shall meet (in person or remotely) as reasonably required to review progress and address any issues.

4. CLIENT RESPONSIBILITIES

4.1. The Client shall:

• (a) provide access to premises, systems, and personnel as reasonably required by Capture to perform the Professional Services;
• (b) ensure that all information and materials provided to Capture are accurate and complete;
• (c) carry out its own responsibilities in accordance with the agreed project plan and within agreed timescales; and
• (d) obtain and maintain all necessary licences, permissions, and consents which may be required for the Professional Services.

4.2. Any delay caused by the Client’s failure to meet its obligations may result in an adjustment to the project timetable and/or additional charges.

5. CHANGES

5.1. Either party may propose changes to the scope or timing of the Professional Services.

5.2. No change shall take effect until agreed in writing by both parties.

5.3. Capture may adjust the fees and timetable as reasonably necessary to reflect agreed changes.

6. DELIVERABLES AND ACCEPTANCE

6.1. Deliverables produced as part of the Professional Services shall be deemed accepted by the Client upon the earlier of:

• (a) written confirmation of acceptance by the Client; or
• (b) ten (10) Business Days following delivery, unless the Client has notified Capture in writing of any material non-conformance.

6.2. If the Client notifies Capture of any non-conformance, Capture shall use reasonable endeavours to remedy it promptly.

7. TRAINING

7.1. Capture may provide training as specified in the Statement of Work.

7.2. Training may be delivered on-site, remotely, or via online materials.

7.3. Unless otherwise agreed, training shall be limited to the Software’s standard functionality and user interface.

8. FEES AND EXPENSES

8.1. The Client shall pay the Professional Services Fees set out in each Statement of Work.

8.2. Unless otherwise agreed, time is charged on a time and materials basis at Capture’s standard daily rates.

8.3. Capture shall be entitled to recover reasonable travel and subsistence expenses incurred in performing the Professional Services, provided they are agreed in advance.

9. INTELLECTUAL PROPERTY

9.1. All Intellectual Property Rights in Deliverables created by Capture in connection with the Professional Services shall vest in Capture unless expressly assigned in writing.

9.2. Capture grants the Client a non-exclusive licence to use such Deliverables for its internal business purposes in connection with the Software.

10. WARRANTIES

10.1. Capture warrants that the Professional Services shall be performed with reasonable skill and care and in accordance with good industry practice.

10.2. Except as expressly provided in this Schedule, all other warranties are excluded to the fullest extent permitted by law.

11. TERMINATION

11.1. Either party may terminate a Statement of Work on thirty (30) days’ written notice.

11.2. Termination of a Statement of Work shall not affect the continuation of the main Agreement.

11.3. Upon termination, the Client shall pay for all Professional Services performed up to the effective date of termination.

12. LIMITATION OF LIABILITY

12.1. The limitations of liability set out in Clause 9 of the main Agreement shall apply equally to this Schedule and all Professional Services.

13. MISCELLANEOUS

13.1. Capture may use subcontractors to perform the Professional Services, provided that Capture remains responsible for their acts and omissions.

13.2. Any materials, documentation, or training content provided remain the property of Capture unless otherwise agreed.